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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Blackstone Holdings III L.P. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| Blackstone Holdings III GP L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| Blackstone Group L.P. 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| Blackstone Group Management L.L.C. C/O THE BLACKSTONE GROUP 345 PARK AVENUE NEW YORK, NY 10154 |
X | |||
| /s/ Robert L. Friedman, Authorized Person for Automotive Investors L.L.C. | 11/17/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The shares of the common stock reported as disposed of in the above table are being sold in a secondary offering of the Issuer's common stock pursuant to an Underwriting Agreement, dated November 15, 2010. |
| (2) | Automotive Investors L.L.C. directly owns 19,488,416 shares of Common Stock. Blackstone Family Investment Partnership IV-A L.P., Blackstone Capital Partners IV-A L.P., Blackstone Capital Partners IV L.P. and Blackstone Automotive Co-Invest Capital Partners L.P. (the "Blackstone Funds") are members of Automotive Investors L.L.C. and collectively have investment and voting control over the shares of Common Stock held by Automotive Investors L.L.C. Blackstone Management Associates IV L.L.C. is the sole general partner of each of these entities. Blackstone Holdings III L.P. is the managing member of Blackstone Management Associates IV L.L.C. Blackstone Holdings III GP L.L.C. is the general partner of Blackstone Holdings III L.P. The Blackstone Group L.P. is the managing member of Blackstone Holdings III GP L.L.C. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Mr. Stephen A. Schwarzman is a founding member of Blackstone Group Management L.L.C. |
| (3) | Messrs. Robert L. Friedman and Neil P. Simpkins, both directors of the issuer, are members of Blackstone Management Associates IV L.L.C., which has investment and voting control over the shares controlled by each of the above entities, and may be deemed to be beneficial owners of such shares. |
| (4) | Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Any disclosures made hereunder with respect to persons other than the Reporting Persons are made on information and belief after making appropriate inquiry. |
| (5) | Pursuant to Rule 16a-1(4) promulgated under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock covered by this Statement. Each of Blackstone Management Associates IV L.L.C., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Capital Partners IV L.P., Blackstone Automotive Co-Invest Capital Partners L.P., Blackstone Holdings III L.P., Blackstone Holdings III GP L.L.C., The Blackstone Group L.P., Blackstone Group Management L.L.C. and Mr. Stephen A. Schwarzman disclaims beneficial ownership of the Common Stock, except to the extent of its or his pecuniary interest in such shares of Common Stock. |
| (6) | Due to the limitations of the electronic filing system, Automotive Investors L.L.C., Blackstone Management Associates IV L.L.C., Blackstone Capital Partners IV-A L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Capital Partners IV L.P., Blackstone Automotive Co-Invest Capital Partners L.P., and Mr. Stephen A. Schwarzman are filing a separate corresponding Form 4 on the date hereof. Information with respect to Messrs. Robert L. Friedman and Neil P. Simpkins may be found in corresponding Form 4s filed on the date hereof. |
| Remarks: Please see the attached Joint Filer Information for signatures of other Reporting Persons | |